Good morning. My name is Geneva, and I will be your conference operator today. At this time, I would like to welcome everyone to the [Technical Difficulty]

I will provide a brief overview of our first quarter results. Tom Bartlett, our Executive Vice President and CFO, will review our performance for the quarter and provide an update of our expectations for 2011. Finally, Jim Taiclet, our Chairman, President and CEO, will provide closing remarks. After these comments, we will open up the call for questions. Before I begin, I would like to remind you that this call will contain forward-looking statements that involve a number of risks and uncertainties. Examples of these statements include those regarding our 2011 outlook, our pending acquisitions, our consideration to elect real estate investment trust status, our stock repurchase program and any other statements regarding matters that are not historical facts. You should be aware that certain factors may affect us in the future and could cause our actual results to differ materially from those expressed in these forward-looking statements. Such factors include the risk factors set forth in this morning's press release, those set forth in our Form 10-K for the year ended December 31, 2010 and in our other filings with the SEC. We urge you to consider these factors and remind you that we undertake no obligation to update the information contained in this call to reflect subsequent events or circumstances. And with that, please turn to Slide 4 of the presentation, which provides the summary of our first quarter 2011 results. Highlights from the first quarter included a 23.2% growth in total Rental and Management revenues to $546.7 million, adjusted EBITDA growth of 21.1% to $377.1 million, operating income growth of 22.1% to $218.3 million and a 4.7% decrease in our income from continuing operations to $92 million or $0.23 per basic and diluted common share. The decrease in net income was primarily due to an increase in the effective tax rate this quarter. During the first quarter of 2010, our tax provision was reduced by approximately $33 million as a result of onetime restructuring activities in Latin America. And with that, I would like to turn the call over to Tom Bartlett who will discuss our results in more detail.

Thanks, Garth, and good morning, everyone. I'm pleased to report that our business produced solid results in the first quarter. If you please turn to Slide 5, you will see that for the first quarter, our total Rental and Management revenue increased 23.2% to $547 million. Adjusting for the impact of FX straight line and a couple of onetime items accumulating to $1.6 million in revenue that occurred during the first quarter, core growth in total Rental and Management revenues was approximately 18.5%. Turning to Slide 6. I thought it'd be helpful to highlight some of the specific items that generated the growth in our first quarter versus last year. Contractual escalations accounted for approximately $18 million of incremental revenue or about 4% of the Rental and Management revenue growth for the quarter. The base rents under MLA were escalated last year when one contract was executed and the annual escalator was moved forward to January of each year. Organic growth in our existing Tower portfolio, as a result of new co-location and amendment activity, accounted for about $24 million of incremental revenues in the quarter. And between the fourth quarter of 2009 and the end of the first quarter of 2011, we added over 9,900 new sites. New run rate revenue from these sites in the quarter accounted for about $47 million. And as expected, our turn was approximately $12 million. Finally, the U.S. dollar has weakened against most of the currencies in the markets in which we operate, and our straight-line revenue increased as a result of the new MLA we signed. These factors, combined with other items, generated a benefit of approximately $26 million, so around $103 million of incremental revenue in the quarter. I hope that detail was helpful. Turning to Slide 7, continuing with some…

Thanks, Tom, and good morning to everyone on the call. With over 23% tower revenue growth and over 21% adjusted EBITDA growth in the first quarter, American Tower demonstrated that our strategy, as executed by our people, can deliver truly compelling results. These results also reinforce the attractiveness of our unique position as a leading player in both the U.S. and international arenas. In the first quarter, our international markets contributed 24% of the company's Rental and Management segment revenue, with an impressive 40% of the combined segments growth in operating profit. By taking advantage of opportunities in both the domestic U.S. and select global wireless markets, we believe that we are maximizing our two key metrics to drive shareholder value. Tom showed them, and they are first, increasing recurring free cash flow per share at a robust rate while continuing to expand our return on invested capital. We also believe that we will continue to demonstrate ongoing improvement in both recurring free cash flow and return on invested capital due to the strength of the tower business model in combination with consumers' increasing appetite for mobile broadband data and entertainment services in both the U.S. and around the world. It's also our strongly held view that the physics and the engineering fundamentals of radio frequency base communications will require additional transmission equipment within a more dense network of locations over time. Therefore, we view the increase in penetration of smartphones, tablets and similar broadband devices and the monthly volume of bandwidth drawn by each device as the two most important indicators of future further demand for tower space in any given market. As Tom's chart on tower demand drivers showed, we expect smartphone penetration to more than double in the U.S. to nearly 200 million by 2013. In the…

[Operator Instructions] Your first question comes from Rick Prentiss from Raymond James. Richard Prentiss - Raymond James & Associates, Inc.: A couple of questions for you if I could. First, appreciate very much that head-on addressing of the key industry items, that was great. A couple of follow-ons with that. In your guidance right now, what are your thoughts as far as the 3 to 4 nationwide networks in the U.S.? How are those reflected in your 2011 guidance? And then as you think forward to 2012, how does the growth in '11 versus '10 look versus what might be the growth in '12 versus '11?

Rick, it's Jim. Our guidance applies, as you know, only to 2011 and within that time period, which there's only seven months left in the year, 7.5 months, it's a big shift to turn for the carriers. I mean, they're going to stay on the tracks that they're on today. T-Mobile still doing some work on its network, even though it's in a merger discussion, less than I would have hoped at this point, but they're still going to continue to press on. They've got an approval process that it'll be a year to a year and a half, so they're going have to keep the network up and running. So probably not a lot of major changes to any of the networks this year versus current course of speed. In 2012, we're going to -- towards the end of the year, do our bottoms-up review as we always do with our management team. We'll talk to our customers then, they'll probably have some budgets lined out, but it's too early to tell how this will all affect 2012, Rick. Richard Prentiss - Raymond James & Associates, Inc.: Is it safe to say that you've not seen a lot of Clearwire or LightSquared in the 2011 progress so far and that if they were to solve that funding item you talked about that, that will lead to probably a better '12?

That's absolutely right. I mean, we had zero tower leasing revenue in our plan for LightSquared, modest amount for Clearwire versus prior year, assuming again, no new markets for them. So positive developments there would be additional opportunity for us. But now let me just caveat that for a second. Again, there's only six months left, 6 to 7 months effectively left in the year now. Any announcements would probably end up in leases and probably the fourth quarter of the year and then lead into 2012. Richard Prentiss - Raymond James & Associates, Inc.: Makes sense. And then one for Tom, maybe on the international side. I think I understood you to say that you're going to manage the MTN Ghana assets, and that's probably why we see a higher revenue in the guidance than EBITDA in the guidance. And could you just kind of quantify if that is correct, how much of that increase was from the Ghana side?

That's exactly right, Rick. Part of the arrangement that we have with MTN, while we're going to be closing on an initial 400 sites and then picking up 500 probably in the third quarter, we've agreed to manage the entire portfolio. So that there is approximately $47 million of total pass-through that is included in the guidance, and probably 2/3 of that is related to the transaction with MTN.

Great. That helps.

Your next question comes from Simon Flannery from Morgan Stanley.

Going back to the helpful discussion on the impact of Network Vision vs. the iDEN shut down and the timing there, are you expecting -- I think Sprint had talked about eight markets being turned on this year, perhaps you can just talk about any contribution from some of those extra facilities and where you are on that contract negotiation, or amendment activity. And then on the REIT conversion on the dividends side, perhaps you can talk about timing of the purging dividend and any current thoughts on payouts given some of the work you've done so far.

Simon, it's Jim. I'll take the first question and Tom will address the REIT question. To our understanding, Sprint Nextel is in the planning stages, as you indicated, of initiating the Network Vision program. From our perspective, it is the planning stages. In other words, we're not necessarily seeing applications on sites quite yet, we're looking forward to that. But given the early days of the program, and I think you understand that we don't put things into our guidance or attempt to quantify them until we get application, so it's not included at this moment.

Simon, on the REIT question, as I outlined, our accumulated earnings and profits that we estimated at the end of this year will be up to $200 million. The actual dividend that might be related to this earnings and profits distribution would be perhaps in the second half of the year, it's kind of the timing that we're thinking about, but that's really up to the Board of Directors, and the actual amount will actually be up to the Board of Directors as well.

Okay. And what about the overall ongoing dividend once you become a REIT?

Yes, I mean those kinds of discussions are going on with our Board, and that's really for them to determine, and it'll be more -- we will be able to talk more about that perhaps later in the year or early next year, but the Board is still deliberating through all of the concepts associated with dividend policy.

Simon, just generally, the intent of the company is very easy to summarize in two words: growth plus yield. We're going to move into a position over the course of the second half, as Tom said, into next year, where we do provide that additional element of yield at some level in a predictable fashion and a smooth entry to our investors.

Your next question comes from Phil Cusick from JPMorgan.

This is Richard Choe for Phil. Going into the Brazil deal, I guess it was upsized a little bit and you said you paid 12x to 13x cash flow. Was that because the incremental sites were higher or was this kind of looking back and kind of re-upping the price for the sites? And then going forward, it seems like Brazil is doing very well, and it's an area you want to focus on. Are there more deals -- should we expect more deals from Brazil the rest of the year?

Richard, it's Jim Taiclet. Basically, what happened with our Brazil transaction is the purchase prices adjusted for the actual cash flows that were occurring up the towers new and existing in the deal. But the bulk of it was driven by the new towers that were completed and ready to transfer. So those both contributed. Brazil, generally, is we think a very attractive market. There was a spectrum option last year that NII ended up winning a fair amount of spectrum for them to rollout a 3G network. And we've partnered with them extensively in the past, expect to in the future. So for that and other reasons general to my prior discussion, the rollout of data and entertainment in Brazil is going to be exciting in the next few years. Richard Choe - JP Morgan Chase & Co: Great. And then I guess a follow-up on the M&A side. In terms of U.S. prices, have you seen any changes in the market or are people expecting a reasonable private market prices still?

Well, our consistent public statement is we don't speak to specific pricing on U.S. transactions prospectively. Each of those transactions is unique, as was site sharing in Brazil frankly, based on the counter parties, the tenants, the capacity of the sites and a number of other factors. So it's not a one-size-fits-all multiple, and that's how we consistently like to discuss it.

Your next question comes from Jason Armstrong from Goldman Sachs.

Great news on the IRS private letter ruling. I'm just wondering if you can help us think through international activity from here as it relates to the asset test associated with the REIT structure, just what you're sort of theoretical limit on what you can do there. And then second question, we focused a lot of the comments on addressing the deal, addressing the Sprint sort of trajectory from here, but if you look at where a lot of the incremental momentum has surfaced in the quarter for the carriers, it's companies like MetroPCS this morning producing a record net add result weighted towards smartphones, Leap Sprint announced some decent numbers, so that seems to be where we're getting a lot of the incremental sort of inflections in the wireless industry. Why wouldn't these type of companies start to show up more meaningfully on sort of fill-ins on existing city networks, especially given their spectrum constraints?

I'll take Jason the first question on the asset test. We don't expect expansion in the U.S. or international to be impacted by our decision to move to a real estate investment trust. I mean, there are a lot of flexibility within the IRS guidelines in terms of leverage that can be used. There's also a flexibility in terms of being able to move those assets, which would qualify as REITable assets into our QRS. So we think that we have a lot of flexibility within the guidelines to be able to continue, as Jim mentioned before, and continue to be a high growth, good-yielding real estate investment trust asset.

When you think about leverage, it is the concept to raise debt sort of at core to tier end and transition down to international properties or would you start raising more debt sort of in local markets?

Jason, it's kind of a combination of the two. I mean, we're still very committed to our existing range of leverage. I'm not talking about on a consolidated basis changing our leverage ratios at all. But we can and have started to raise debt at local markets, for example, in South Africa, part of the financing for that particular transaction was debt that we raised locally. And/or we can do it through intercompany loans, which was one of the elements of the PLR to make sure that we can do that. In fact, do that would actually assist us in terms of being able to meet the asset tests.

And going back to the regional carriers, including Metro and Leap, they were in our plan and in our guidance as well in the U.S. at a fairly modest level as compared to some of the nationals. We'd expect that, that guidance is going to be fulfilled over the course of the year. We are pleased to hear both companies outperforming because that should help them fund additional network investments if they believe that's in their best interest. So that's great news for us.

Your next question comes from David Barden of Bank of America.

Maybe just a couple of more detail kind of questions or thoughts on the REIT conversion process, Tom. #1, kind of what is your appetite and what have your conversations been like about potential REIT index inclusion as you think about converting to REIT? Is that important to you and if so, how are those conversations going? Also with respect to your S&P 500 inclusion, would you guys become a REIT for all intents and purposes or would you stay a telecom company? And then my last one maybe, Jim, if you could just opine a little bit, as we have in the past, on kind of where the public safety network fits into your thinking as a potential upside opportunity for presumably next year. It's in the budget, we're coming up on the 10th anniversary of 9/11. Presumably, this was done in order to have something to say as we got towards the end of the year here on public safety and federally funded networks. If you kind of give us your latest thoughts on that, it'd be great.

David, it's Tom. Let me take the comment to REIT questions first. I mean, clearly, what has been driving us to contemplate moving to a REIT has been the ability to pass that cash along to shareholders, right. I mean, that's the biggest benefit, it's really part of our global tax strategy. Relative to the index in terms of the inclusion, we have had discussions with many REITs, but it's very difficult to say exactly how they may consider us. There is some precedents that you can look at that have recently converted from C Corp into a REIT, and that might give you some sense, at least perhaps how we're thinking of it. But clearly, from an investor perspective and I think it is very important to be included in as many indexes as we possibly can, with regards to the S&P, we believe at the S&P 500 simply because of the weighting would be the same. But it's unclear as to the telecom index and whether that would, in fact, we would move out of telecom index or more into real estate or a REIT-type of index. So not a lot of Christmas, if you will, in terms of a lot of the indexes because a lot of that is kind of determined behind closed doors. So I'm sure we'll have or clarity on that going throughout the next 12 months or so, but it is very important to us, but that wasn't the principal driver, clearly, in terms of what we're doing here.

And on the public safety side, David, that's been a program that our company, and me personally, have tried to advocate in Washington for. And it's great to see that it's getting some traction. But if you go back to the prepared remarks, before we see a lease commence, the carrier or the customer needs to have three or four things in place: one is spectrum; second is funding; third is a business plan that the owner believes in; and the fourth is OEM equipment and handsets. And there is starting to be progress on the first two, which is great. The D block spectrum seems to have been, at least informally, assigned for this purpose. Secondly, the funding has been touched on and quantified. And thirdly, there is some momentum inside the government to proceed with this. What hasn't been announced is the schedule of deployment and network design, vendors, which could be large-scale vendors or even down to the suppliers of handsets, none of those have been identified or announced yet to our knowledge. So those things are all going to have to come into play before we see leases. Now having said that, it makes a lot of sense we hope it will happen, but there's probably a little bit more of a timeline to it, certainly as you suggest, beyond the end of 2011 before we see some commenced leases.

All right. Great.

Your next question comes from Michael Rollins from Citi Investment.

Really two. First is if you look at I think Slide 6 it was, which is a great slide, it showed the different pieces of where revenue came from and some of the churn. The churn calculated out to be about 2.7% on last year's base of revenue. Is that a more normalized rate of churn that we should expect going forward? Or is there room for that to come down further? And then second question I had is if you were just to look at your 2011 guidance and as you're doing all the prep work for the REIT, what would be to qualify as a REIT based on your 2011 guidance, what would be the minimum amount you have to pay in a dividend basis to retain your qualification?

Well, let me take the first one, Michael. On the churn, the 2.7%, the answer is no, that's not going to be our run rate. As a matter fact, for 2011, if you take a look at our guidance, it's about 2%. What you actually see happening in the first quarter this year is that -- in the beginning of the second quarter, we actually restructured a contract with a large carrier then in Mexico. And so that artificially overstates, if you will, what the churn is from a run rate perspective in the first quarter of 2011 for us. And relative to your second question, I mean the easiest way -- I mean, 90% of our taxable income needs to be distributed to qualified as a REIT. I think that was your question.

Yes, I mean because we can't see exactly what's taxable at a high level. Can you give us a sense of maybe what that number would shake out to be?

Well, if I recall, kind of looking, think about kind of 2010, if our kind of our GAAP taxable income was in the 500 general million dollars per range, assuming that all of that income was actually generated by the REIT, which is not going to be, correct? Because part of that income will be generated as part of the taxable REIT subsidiary make up, but 90% of that GAAP income would be distributed. Now keep in mind there's timing differences with regards to taxable depreciation, which is generally around -- it has been historically about $100 million. So if you look at the kind of the GAAP taxable income or pretax income of $500 million and you take $100 million away, which is really the timing associated with accelerated depreciation because we depreciate an average of 15 years versus 20 years for book, if you're talking about $400 million and 90% of the $400 million would be $360 million. But again, that reflects 100% of all of the income being generated within the business would be considered part of a QRS. And right now again, I'm throwing a lot of numbers out of here and you have to kind of pull them together, but right now, if you take a look at our international assets, I mean, they represent 15% to 20% of kind of our total base. So you can consider that as being that part of the total consolidated business that would be part of the taxable REIT subsidiary make up.

That's helpful, and just one other question. As you're getting ready to do all the prep work on the final steps for the REIT and if you look at your financial leverage ratios, you compare it whether it's your tower peers or some of the REITs that you might be compared to in the MO&I sort of sub index of the REIT category, your leverage seems to be at the very low end of that sort of spectrum of ranges. Is there any consideration, as you're moving forward, to look at whether 3.5x is the right target leverage ratio in the future?

Mike, it's Jim. I just want to begin to reply to that question with the two words I talked about earlier, growth plus yield. The growth part of those terms is first on purpose because we intend to maintain our position as a growth company through this whole REIT transition and maintain our strategic direction. Therefore, that's the main issue when it comes to our leverage. We want to be able to keep growing. In fact, I would argue that our ability to add 10,000 or so towers in the last year or so is directly a function of our capital structure through the financial crisis down turn cycle. We were able to keep investing in our business when others could not, and we are able to get transactions done at prices that weren't available to us before and may not be available to anyone after. So we're going to keep our financial policy around leverage similar. It may be at the low end of certain ranges, but we're maintaining our growth strategy both domestically and internationally, and you can expect us to continue to do so.

Your final question comes from James Ratcliffe, Barclays Capital.

Just one quick one if I could. Regarding international, just going forward, do you see any future JV structures and beyond simply the benefits of having you manage the towers? How do you think about JVs in terms of usage of equity capital?

James, it's Jim. Our preference in most markets is to own 100% of the asset and manage it in a way unilaterally. However, when the situation of either the customer, and often the counter party, to a deal has an interest in staying involved, we're certainly going to entertain that and also, the further afield from our traditional markets we may go, there's a risk management aspect to sometimes having a local partner that's beneficial. Those will be the two factors that would be on the consideration in the future. We don't have any other specific joint ventures to talk to you about today.

And I think our use of equity capital would be the same, whether it's a joint venture or not. We would look to continue to leverage up some of those local assets to better way to mitigate some cash to access out in those particular markets and hedge cash flows and to the extent that the market is open for us to be able to borrow in at attractive rates, that works well for us in a number of different fronts.

And just would it be safe to assume that certainly the strong preference in JV would be for one-way of a majority stake?

Absolutely.

Great.

Well, thank you very much for calling in this morning. Operator, you can close the call.

Thank you for participating in today's conference call. You may now disconnect.